


Wings of Death

by Serabelus



Category: Ben 10 Series
Genre: Doctor - Freeform, Hotel, Hotel Sex, M/M, Non-Consensual Violence, Rape Recovery, Sexual Violence, Statutory Rape, Violent Sex, car drive
Language: English
Status: Completed
Published: 2015-03-30
Updated: 2015-06-19
Packaged: 2018-03-20 11:06:23
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death, Rape/Non-Con
Chapters: 15
Words: 18,327
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3648000
Author URL: https://archiveofourown.org/users/Serabelus/pseuds/Serabelus
Summary: <blockquote class="userstuff">
              <p>Ben's eyes watched as Lanton walked forward lightly on the wood floor before dropping down straddling Ben's waist. He jerked slightly trying to get away but he knew that with each struggle his muscles were growing tired.</p><p>"Relax, Ben, relax…" Ben snapped his green eyes to look at Lanton, his face and build far too similar to Kevin's for the human teen's liking.</p>
            </blockquote>





	1. Hello, I'm Lanton

**Author's Note:**

> Will add more tags and info when it needs to be applied. 
> 
> Originally on FF.net

Ben glared at the creature's pale thin arms which slowly turned into something similar to a prey mantis. He had been stalling long enough for his team, Gwen and Kevin, to get to his position. That had been two hours ago and now the Alien was getting frisky on Ben's watch and pace.

"You are annoying, human." It spoke with a hissing sound he really didn't care to know why. He had never seen these aliens before but he knew Kevin would know what they were. It slowly stepped forward, tempting Ben to do something, before it spoke again. "You are different than them, others of your kind; not fearing us, the stronger."

"Yeah, well I don't like bugs, sorry." The thing laughed as it stalked forward its legs changing shape into that of human feet.

"I fear you have me wrong, human." It grinned at Ben taking another step, forcing Ben to step back with his hand hovering over his ominatrix. It lowered its eyes to his hovering palm before pausing in its next action. It watched the moves Ben did, listened to Ben’s heart beating rapidly while breathing was fast but even.

"What are you doing here?" Ben asked hoping to stall for more time until his back up came, though as it stood he was feeling he was being ditched for something stupid.

"Why, no reason in particular… but," he slowly began to walk backwards bowing its head slightly to show he was in no way threatening the other. "I came for find some fun, I heard from many that Earth was …" a shiver rushed through its body as the body of the prey mantis was halfway to human. Its naked extremities in view of Ben, who held his eyes up to look at the pale ones turning a deep blue with each second.

"What 'fun' are you talking about?" Ben voiced his question, aware of how his voice was tightening, and he watched as the face turned human. He could tell by the now deep voice that it was a man, the hair was shaggy and it slightly covered the eyes that changed colors matching the dark brown that Kevin had.

"Well," he moved forward walking on the rubble from their small scuffle before the ominatrix maxed out and they began their staring contest. "I enjoy fun like the rest of the populace of the world, don't I?"

Ben couldn't stop the shiver rushing up his spine as he stepped back a couple of times, his body reacting to something his brain had yet to tell him of. The alien chuckled raising its now human hand and barely touching Ben's face. Ben's green eyes widen as his body began to slowly grow limp at the warm soft touch.

"What…" the alien clicked his tongue as he stepped forward again cupping Ben's cheek.

"Don't worry, human, I don't bite much." He chuckled at his own words while leaning forward claiming the lips of the human teen forcing his tongue into the slightly gasping mouth. Minutes passed as the alien explored the cavern of Ben's mouth, rolling his human tongue with Ben's, running it against the roof of the others mouth, slowly changing it back to his alien form's not that of a bug which slowly traveled down Ben's throat making Ben nearly gag if he wasn't feeling paralyzed.

Slowly the tongue slithered back into the alien's mouth and it chuckled holding the middle of Ben's back to support him as it ran it's fingers threw Ben's hair. Clicking its tongue again it looked up and around the area before landing on something a few feet away driving towards them in a green car.

"Oh, looks like your friends have arrived." He planted a kiss upon Ben's lips before standing up straight slinging Ben's thin form under its arms and stalked forward, changing with each step from its feet upwards. Its feet were pointing, its skin a yellow color before Ben felt the prickling sensation of claws digging into his chest threw his clothes.

The car came to a halt as the doors flew open, Ben and the alien were now a few feet off the ground hovering slightly to watch the new comers. Ben felt the thing move him in front of its body wrapping its arms around his waist and torso, its tongue lifting Ben's head to stare at his friends where their worried and confused eyes watched him.

"Ben!" Gwen shouted her hand glowing while she got ready for a fight. Kevin placed his hands on her shoulder forcing her to stop any actions against the alien.

"I thought they locked you up, Lanton." Kevin began walking forward watching Lanton hold onto Ben's form while the teen dangled unmoving.

"Kevin!" Lanton laughed out tilting his head forward nuzzling into Ben's shoulder. "I'm surprised." Lanton pulled back his tongue as he soared up a few more feet into the air.

"Shut up and give Ben back!" Kevin's voice was strangely off with emotions he didn't show often to anyone in the group.

Lanton shrugged his shoulders, Ben slipping in his grip as he slipped out of his shirt, and he slowly began to ascend higher. "I'm sorry, Kevin, but I'll have to go, though it was a pleasure to meet you again." Kevin yelled at Lanton while ordering Gwen to fire everything she got at both Lanton and Ben. She hesitated a few moments and she realized as she aimed that it was a wait too long as Ben and Lanton were gone.

Lanton laughed as he looked down at the dead body of some human that was a few days rotted. He turned his head to look at Ben as he slowly was able to move from his toxin. He watched as the teen struggled to speak, but Lanton had already made sure that the boy wouldn't be able to shout or scream-unless he wanted it.

"Give it up, Ben-I believe that is what Kevin and that female called you." He lifted a finger to his human chin and tapped it. "Ben, has a nice roll to it; I think I'm going to enjoy my time with you." Lanton watched at Ben began to shiver in fear but the look and air around the boy was something that was growing into a turn on for Lanton's human and alien forms.

Ben's eyes watched as Lanton walked forward lightly on the wood floor before dropping down straddling Ben's waist. He jerked slightly trying to get away but he knew that with each struggle his muscles were growing tired.

"Relax, Ben, relax…" Ben snapped his green eyes to look at Lanton, his face and build far too similar to Kevin's for the human teen's liking. "Shesh, you're so stiff, can't help but enjoy your…" Lanton leaned forward his naked chest resting on Ben's clothed one. "Fear." Ben shuddered as Lanton's long tongue, a yellow greenly sick color that was forked at the end, lick Ben's jaw traveling down sliding under the black shirt and leaving a trail of lightly glowing saliva on Ben's skin.

"We need to remove that shirt of yours, Ben." Ben pushed more strength behind his struggles but it was proving useless as his body was slowly being paralyzed by the saliva on his chest.  
Ben's shirt was slowly lifted off of his torso and tossed over to the door of the room. Lanton's eyes grew wide with his smile, his teeth no longer human but pointed.

"Why, I have a feeling this is your first time, Ben." Lanton's hand trailed down the toned chest, his nails pointed, while thin lines of blood began to grow. "Why, Ben, you have such delicate skin!" a full blown laugh came out of Lanton's lip as he dropped down lapping up the blood as Ben tried desperately to believe this wasn't happening.

Ben was unsure of how long he was be caressed or how many times Lanton would bite his skin or a wound he had caused minutes before. Though he felt disgusted, he was happy to learn feel that the alien wasn't going to go any lower than his chest… he wasn't sure how long that would last though.

One last bite was planted to Ben's throat before Lanton slowly stood up and lifted Ben from the floor up to the bed to gently lay his unmoving body in its center.

"You asked before what type of fun I came to Earth for… I like screwing your kind." Ben's chest tightened as his pants were stripped off with ease. Ben began to blush but his panic grew even worse as the alien straddled his waist. "Why don't you tell me which form you enjoy, I want you to experience this." Lanton rocked his hips slightly causing a small groan to escape Ben's lips. "I can tell that this is your first time; got to make it enjoyable, hm, Ben?"

Ben tried to whimper but he couldn't get that out of this closing throat. Lanton's lips were still human as other parts of his body rippled against Ben's skin into the two forms Ben had seen before. Slowly Ben felt his erection growing as Lanton rocked harder driving his still human dick against his legs and hole. The groan as the alien's head titled back grew lower until Ben almost screamed.

"Fun's over, Ben." Ben barely breathed as his legs were forced apart and something thick entered his rectum. He felt the vibration of the scream rush forward until it was claimed by Lanton's mouth, his tongue forced down Ben's throat.

He felt his lungs burn for air as Lanton continued to increase his pace after retracting his tongue; the pain was beginning to be unbearable to Ben until his vision whitened when Lanton hunched his back nuzzling his head into Ben's throat after he came inside Ben.

"Gah!" Lanton gasped out running his clawed hands over Ben's shoulders and arms. Ben didn't respond as he tried to focus his energy to calm his body down, his erection never being dealt with by Lanton. "I must say, you're extremely tight." He reached forward running a hand through the brown strands of Ben's hair.

Ben turned his head, his feelings of being violated grew stronger as he was lifted up and carried out of the room like some drugged up rape victim. Lanton was careful as he pulled open a door that Ben noticed was the Bathroom. He felt fear race through his veins as he was placed in the tub and was forced to watch Lanton fill it slowly with freezing water.

"It is a shame, Ben." The water was at Ben's chest quickly as Lanton's, human, hand drizzled water over Ben's face. "I was really hoping you'd be more of a fight." The water reached Ben's chin before covering his closed mouth and stopped when Lanton turned it off. "I'll leave you here." Ben felt the hand slowly push him down under the water while Ben's eyes closed before opening up and watched Lanton leave the room; Ben would soon drown when he would be forced to breath by his body.


	2. Tempst Living

Let us not burden our remembrances with a heaviness that's gone. -The Tempest, Act IV, Scene 1.

Kevin looked down at the body on the bed where several of the Plumbers were hustling to stop the bleeding from several of the wounds scattered over the body that had been close enough to an artery to concern each of them. Next to him stood Gwen as she cried into the doctor's coat as he patted her back trying to sooth her tears with no effect due to the small and barely registering beeping of the machines attached to Ben's chest that showed he was still alive, even if barely.

"You're crying isn't going to help Tennyson, Gwen." Kevin said sharply his worry causing him to snap at anything that gnawed on his emotional state.

"He's dying, Kevin, what am I suppose to do, be a stoic monster like you!" she cried out before storming off into a room not far from Ben's own. Kevin sighed as he caught the glance of the plumber, he was pissed off at Kevin and his actions, but at that moment Kevin didn't care as he looked back into the room where Ben was connected to different tubes to help him survive.

"Kevin, you should go rest." The plumber said with a soft resigning sigh. "He'll be in there for a while… he's lucky he's still alive…"

"Barely." Kevin stated. "Barely alive and it's my entire fault!" he snapped out turning around to face something else. "I should have let Gwen fry that SOB but what did I do, I tried to make him listen… I should have fought… Ben… Ben was scared shitless!" Kevin closed his eyes as he saw the face of Ben while his head was being supported by Lanton's tongue. "I allowed this to happen; if only I took that short cut Gwen pointed out… it might have worked." he nearly collapsed to the floor as he heard the relieving of the plumbers breath.

"I'm glad you realize that it is your fault, Kevin." It was a slap in the face to Kevin as the man stated this. "If he dies, we're holding you responsible." Kevin barely nodded as he followed the man down the hall, Gwen had left the door ajar as she listened to them before slowly fell to the floor covering her face and felt the dreadful silence except the beeping of the little life Ben had.

Gwen had only seen Kevin once before he had been charged by the plumbers for the harsh crime against Ben. She saw this as what it was, they were targeting Kevin because he knew who Lanton was, he allowed Lanton to escape, and he was a criminal in their eyes. It was perfect to get rid of someone they didn't like, who cares if it meant that Ben died or they were doing this to an innocent person. It was justice in their eyes, that was all they cared about. Her eyes teared up as she walked over to Ben's room, a glass as the only way to see him for the severity of his wounds, and she rested her head onto the cold glass.

"Ben," she whispered the tears finally falling down her face silently. "They are ruining our friendship… Kevin… they're going to kill him, throw him in the null void, throw him back into that hell were the ones we've put away…" she felt the lump grow as she pictured Kevin fighting just to survive each day. She gave a small sniff and closed her eyes to calm down. "They're going to kill him because of what happened to you."

She knew he would understand, Ben always did, and he wouldn't allow his friends to be some mytar for something as stupid as what had happened to Ben. It wasn't Kevin's fault, he knew the roads so much better than she did and when she checked that area the day after they found Ben, her mind blaming Kevin, she found that the road had been closed for complete reconstruction.

She knew Kevin had known that and it was why she knew he was only trying to get to Ben faster.

"It wasn't his fault, Ben, it wasn't any of our faults…" she slowly fell to her knees as she fisted her hands against the wall. "Please, oh, please, Ben."

\---

Kevin only had a small cell; its material was weak so it couldn't even be used if he had to. He gave a shuddering sigh before looking up at the ceiling and he wondered how Ben had been doing since the last time he saw him, before the persecution.

"Don't die, Benjy, not because of me." He breathed in shallowly as he could until something caught his attention from outside of his cell. He grinned as he knew that Gwen had come to visit him again, why he wasn't sure.

"Kevin?" he shifted on the bed as the door opened and Gwen rushed in giving him a hug. "Oh, I was so worried they sent you in the null void!" her voice slowly was breaking.

"Calm down, Gwen, shesh." But he stroked her hair to ease her ravaging emotions. "How is he?" he asked wanted the dreadful question out of the way.

"Horrible." Gwen said a few tears slipping past her eyelids and trailing down her cheeks. "They won't allow me to see him except at the window… He's so pale and thin." She paused as she closed her eyes, Kevin realized she was trying to force her body to relax and not alert the guards with her crying. "Kevin, he's dying… they told me… they told me it's the poison in his system, when he was bitten…" Kevin brushed a strand of hair out of her face before nodding.

"You should leave; they'll throw you in here also if they wanted, Gwen." Gwen's eyes widened at Kevin but she slowly nodded. As she reached the door, it was now half way closed; she turned to look at Kevin before stating sadly.

"Kevin… Ben isn't going to make it." She breathed deeply. "I can feel it, he's giving up."


	3. This is Protection

**Notes for the Chapter:**

> Happy EASTER

Old fashions please me best; I am not so nice to change true rules for new inventions. -Taming the Shrew, Act III, Scene 1.

Ben's skin burned but he didn't allow it to bother him as he tried to feel everything that was done to him by the alien, Lanton. It had been one of the horrifying experiences in his life. Slowly he took a deep breath as he felt his feet: Fine. Legs: stiff. He skipped his ass as he felt the most pain from there. He gave a small uneasy breath as he continued.

Chest: sore and still filled with bite marks. Shoulders: bitten beyond believe. Arms: scratched to hell. Neck: unable to move. Head: yep, a bomb had gone off inside it.

He was screwed over, that also included the fact that he was raped by some psycho alien.  
With a small sigh he forced open his eyes expecting to see his watery grave, than it was met with masks that were blinding white with splatters of red blood. He felt the beginning of his panic strike him as he began to struggle when their hands gripped his body tightly. He tried to scream but he felt something was terribly wrong with his throat.

He didn't care though as he allowed his throat to contact and hit something solid. He coughed violently as the faces seemed more frightened. He couldn't help but look at them a allowing his eyes to drift far too quickly with their faces blurring.

"Ben Tennyson!" the voices yelled trying to calm him down, but all he heard was Lanton's voice purring his name when it all became too much to take in.

 

"Ben." Lanton called the pressure on his arms increasing to hold him down. Ben struggled even more to escape from being raped again or anything else the psycho alien had planned for him. "Ah, relax, Ben, I'm only trying to help." The voice broke out in laughter as a syringe was flashing at his side before hitting his arm.

He screamed as every muscle in his body contracted to stop the paralyzing liquid to start affecting him. He wanted to curse, to scream for his friends and family, but all he soon saw was Lanton's grin as he leaned forward pecking Ben's lip.

The medical team was watching Ben for any more violent reactions if he woke up again. He was stable, they knew now, but they worried that something had caused such a hysteric scene.

"We need to finish surgery." One of the female Plumbers said stalking forward. "When it is done we'll make sure to keep him sedated until his wounds are healed." They all nodded as they set to work.

That night after Gwen had been informed on the surgery she had left to tell Kevin of Ben's reaction when he first woke up; it was bothering news to both teens.

"Why would he panic though?" Kevin looked up at Gwen's question.

"It's because Lanton is always covered in blood and he almost is as pale as white when its night." Gwen looked up at Kevin as he stated this.

"How do you know him, Kevin?" Kevin gave a sigh as he lay down on his bed, his back to Gwen.

"He kills anything he rapes, Gwen, he finds it hilarious to watch them squirm if he even allows them a chance of life." Gwen sat at the edge of the bed confused by the different attitude the mutant had.

"You've met him before, I take it." Gwen prodded when Kevin didn't respond for a few minutes.

"Yeah," he took in a shuddering breath. "Once before." He shifted on the bed so he could slightly see Gwen and gauge her reaction. "I didn't know what he was before, or what he did, and I helped him kill one of the people he had his 'fun' with." Gwen's mouth dropped. "It was a job, I was getting paid for… I really didn't care at the time, but," Gwen slowly moved farther away from Kevin as he continued to speak slowly hurting the mutants feelings. "He likes to mess around a lot when he finds something fun… I was just another stupid thing for him to break." Kevin turned his head and relaxed a little.

"Kevin, are you saying… that thing raped you?" Kevin slowly shifted on the bed uneasily.

"Almost," he shivered. "I was able to escape before he paralyzed me… I was one of the few people who were somehow able to not be affected by his toxin." Gwen's right hand nearly touched Kevin's shoulder before he was forced to stop and look down.

"Kevin," her voice was low. "How did… how did you kill him?"

Neither spoke when Gwen's question was hung in the air. It was slowly causing both of them pain as Gwen's eyes darted around.

"Metal pipe threw his heart, made to look accidental." That was all Gwen needed to know before she rushed out the room, forgetting to lock it. "Gwen," he said even though he knew she was gone. "He'll come back to kill Ben, anyone he rapes he kills."

Kevin only waited five minutes before he bolted out of the room and headed towards the room where Ben was. He wanted to make sure the other boy was okay, but he felt a shiver rush down his spine as he remembered what he had said to the absent Gwen.

Kevin was unsure when Lanton would strike but he didn't like the feeling that was crawling around his stomach when he thought of how the Plumbers were going to protect Ben. He knew how Lanton was good enough to get around the law.

"I'm not going to trust the Plumbers with this problem." Kevin stated as he came to the window where he stood staring down at Ben breathing weakly. He took a sigh before opening the door and walking it, undoing everything he could in hope he wasn't making things worse. The machine soon started beeping showing Ben's heart had stopped, it was enough of a reason for him to pick up the now undone teen, and rush out of the room and down the hallway where he could quickly escape.

"Don't worry, Ben, you're going to be okay." He took a swift glance at the head resting against his chest and the hands slightly curled into fist that had somehow found their way into holding his shirt. Ben looked pathetically weak and it was frightening to know that this was the strong person he had always been following lately. "You'll make it through this, I promise." Kevin's voice was slightly breaking up as he heard the footsteps behind him forcing him to hurry to the exit and to his car, if it was still there.

Gwen looked into the empty room where two plumbers were talking rapidly in their anger. She couldn't stop the smile spread across her face as she knew Kevin was doing what the Plumbers were currently not doing. She turned around and her eyes landed onto another plumber she had met with her Grandfather as she guided Gwen to a prison cell to wait for her sentence.

"I'm glad Ben is safe." Gwen stated as they walked down the aisle their shoes hitting the cement floor.

"You'd rather your cousin be with that criminal!" the voice was harsh as it looked at Gwen's side profile.

"I'd rather my cousin be with someone I know won't look at him as a means and not a person." Her back was straight when they reached the opened cell and Gwen entered while the lady took off the cuffs.

"Gwen, dear, Kevin just signed all three of your death warrants with his kidnapping of young Tennyson." Gwen shuddered as she left, locking the door that would block her abilities, and down the hall to help search for Ben before Lanton got to them.


	4. Running to Survive

Kevin looked around for his car, of course it wasn't going to be there, and he made a quick and rash decision as he went to a random car breaking its window and opening the door, gently setting Ben in the passenger seat, before hot wiring the car.

"I'll get us to my medical contact, Ben, I promise." He shifted to stand outside to glance around making sure everything was fine, but he felt it might not be if he rashly rushed off. He had been right as he noticed something sitting in the back seat of a car he knew belonged to the plumbers. It was a kit that the plumbers used to survive on the road when they needed cash quick.

"I'll take that." He said smashing the window and pulling it out and rushed back to the car and drove away with the sleeping Ben, blood trailing down the puncture wounds from the needles.  
Ben felt the engine of the car running under his skin. It was pleasant and right in his mind. He slightly smiled in the dream he was having as a familiar smell of Kevin wafted around him filling the cab of the car.

"Hey, Ben, you awake?" Kevin's voice was soft, nervous, and very timid as he spoke to Ben. Though the boy didn't move much but to shift his head into a more comfortable position believing he was still dreaming. "Ben, you really need to wake up." Kevin's hand rested on the arm of the green eyed boy who slowly woke up from the contact. "Come on, we need to change cars, and wrap up those wounds."

Ben's eyes opened slowly to stare at Kevin as he leaned forward gently sliding his arms under Ben's legs and back. He became rigid as he was lifted up, he knew Kevin felt it, and Ben began to feel the beginnings of an attack riding inside his chest before the wind blew softly across his face, driving back his hysteria.

"Ben?" Kevin's voice was tight as Ben's eyes rose up to look at him with almost frightened yet curious eyes. "Breath, idiot." Ben just blinked before he felt his lungs scream for air. Taking a deep breath he looked around, he wasn't in that place anymore. He was snugly pressed into Kevin's chest with his strong arms wrapped tightly, protectively, over his shaking body.

"What happened?" his words were garbled and very difficult to understand for the mutant as he opened a door and placed Ben in the passenger seat carefully strapping him in.

"We ditched the plumbers, we're on the run." Kevin stated as he pulled out a first aid kit he bought while Ben was still fast asleep. "I had to get you out of there, you were… the bleedings stopped, but you really shout eat something." Ben looked down at the small trails of blood before he looked back at the car he came from with wide surprise.

"Your car!" he asked scared.

"Plumbers probably impounded it, don't worry, I'm making you get it back when all this is finished." Kevin chuckled at his words before standing up and grabbing a back and pulling out a bottle of water. "Small drinks, you've been out for a long time." Ben sipped the water before he realized how thirsty he truly was and tried to chug the whole bottle. Kevin pulled the water back, recapping it fast, and eased Ben forward patting his back softly as the teen began to cough roughly.

"Shesh, don't you ever listen, Tennyson!" he reprimanded but he smiled when his friend was fine after a few minutes. "Okay, we're going back on the road, we're meeting up with one of my contacts, so don't freak out on me until we're there, got it?" Ben barely nodded as he quickly drifted off to sleep.

It had been difficult for Kevin to drive when Ben would wake up is a violent confusion and look around almost ready to slam up on the ominatrix in cause Lanton was still near him.  
Right now was another one of the violent fits as Ben's head snapped up to look around in a wild fit. Kevin nearly drove off the road when Ben stared at him for a few minutes his right arm already posed to yank open the door while his left hand unbutton his seat belt.

"Ben!" Kevin cursed pulling over to reassure the teen he wasn't in trouble. "Calm down, it's me, Kevin!" As he pushed the hazard on Kevin turned in his seat to stare at Ben watching as he slowly relaxed but his eyes swirled frantically around the cab before landing on him again.

"Kevin?" Ben gulped out.

"Yeah, Ben, it's me." Ben reached out a hand slowly touching Kevin cheek feeling the soft skin and the warmth resonate through the pale skin. Kevin stood still looking at the hand before back at Ben who visibly relaxed as he withdrew his hand and relaxed on the seat, Ben's head lying on the glass window.

"Sorry, I… I thought you were him." Kevin nodded as he unbuckled his seatbelt and shifted slowly in his seat before pulling up the backpack.

"Yeah, I know, don't worry about it, Tennyson." Kevin pulled out the bottle of water and leaned over to Ben, after taking the cap off, and lifted Ben's head up a little, the teens eyes snapped open and stared at Kevin and the raised drink. "Drink." Kevin commanded.

Slowly Ben took a gulp before the water was recapped and Kevin lowered Ben's head back against the window.

"You're being extremely kind, Kevin." Ben said blushing at that and how close Kevin's chest was to his.

"Yeah, don't get use to it." Ben chuckled as he shifted uncomfortably his eyes darting from Kevin's eyes to his body as Kevin didn't move. Noticing the shift in gaze Kevin pulled back muttering a sorry, hoping he didn't make Ben scared. He muttered a sorry before looking at traffic and pulled onto the road.

"Tennyson, are you hungry?" Kevin asked hoping to ease the tension.

"Yeah."

Ben had stayed awake for an hour this time, he was enjoying the ride, had just barely finished the water, and his food was finished while the garbage was thrown away when they reached a store and bought a few things for their next stop at a motel  
.  
"Hey, can we grab a few snacks, Kevin?" Ben asked with a grin as he held up some chocolate. Kevin shrugged as he watched the smile widen as he grabbed a few more they both liked. Kevin paid before going out to the car and he watched Ben jump in to settle for another few minutes.

"Relax, Ben, you're acting like a total freak." Kevin snorted as Ben pouted adorably at him, making Kevin's gut twist slightly, and he pulled out to head over to the motel. As they neared the plain looking place Kevin raised his brow and he looked at the light on in the front desk.

"I'll be right back, Tennyson, stay in the car." Ben nodded and looked around them until Kevin was far enough away that he allowed his shoulders to slump and his head to fall forward. Ben gripped his chest and forced himself to take a few deep breaths.

"It's Kevin, idiot, not Lanton… Kevin isn't going to do anything… nothing." Tears prickled the edges of Ben's face as he felt his heart tighten in fear; he was going to be trapped again, forced into something… his mind couldn't stop screaming that Kevin was going to do what Lanton had done to him.

"You bastard!" Ben yelled at himself. "Kevin's my friend!" his voice was low, tight, while he closed his eyes forcing back anymore tears. "He isn't going to do anything, he's trying to help!" Ben didn't hear the door open as he counted back a few hundred times from ten until he heard his name being called.

Kevin watched as Ben froze and lifted his head up to stare, tears falling down his cheeks, and his lips half parted while his breathing picked up.

"Shit, Ben!" Kevin reached over lifting Ben's head up farther. "What happened, are you all right?" Ben didn't answer as he pulled his chin out of Kevin's grip and looked down. "Ben, I'm not going to hurt you, come on, man, trust me, please." Ben still refused to talk but he made a motion that they should head up to the room they were going to be staying in for the night.

"Ben…" Kevin gave a final glance at his friend before sighing and driving to the building with their room.


	5. LUST in a Despairing Dream

**Notes for the Chapter:**

> Sorry to all those who were confused. I took me a while to get this fixed :\ Storm after storm after storm along with power outages and a hectic scheduling from work caused me to be backed up in everything.

Ben stared at the queen bed, the only bed, in the suite room. He turned to look at the blushing Kevin who turned his head away ignoring the horrified expression on Ben's face as Kevin pushed past him.

"Sorry, I… I'm not sure why we got this room." Ben, though he knew Kevin liked Gwen, shivered as he backed up into the wall. "Ben, I'm serious! I am not going to try anything on you." Kevin looked at the still unbelieving face of his friend and he gave a huff of impatience. "Ben, say something!" he shouted causing the teen to flinch.

Ben looked down at the ground taking deep calming breaths as he tried to sort out the creeping fear until his eyes rose from the floor and up into Kevin's dark orbs with concern flashing across them as they flickered over Ben's own body and face.

"I-I know y-you didn't m-mean it." Ben stumbled slowly walking over to the bed and sitting on the edge, nearly falling off. "I'll take the floor." He nearly jumbled out, but Kevin heard perfectly.

"Ben," Kevin sat near his friend. "Do you trust me?" the look on Ben's face as he lifted his head told Kevin all he needed, but he still waited for Ben to say it out loud for the teen to understand it himself.

"Yes, of course I do, Kevin." Ben looked at the smirk on Kevin's face as slowly his own smile matched the mutants. "Fine, but don't do anything, got that, Levin." Rolling his eyes Kevin stripped down to his boxers and folded them up while placing them on a chair.

"Fine, whatever." Kevin stated before adding slightly afterwards. "Besides you're not my type." Ben laughed as he also stripped down to his boxers, his socks still on his feet.

Quickly they got into bed, their backs to each other as they turned off the light by their bed side tables. Ben listened as Kevin's breathing even out and he knew the older teen was already in REM sleep. With a sigh he turned to lie on his back, trying not to picture how dark the room was with the barely audible lights floating through the thin red curtains tinting the ceiling red; blood red.

Shivering he tried to break his eyes away as memories of Lanton, the dead body, the pain of each bite, the joking way as he 'pretended' to be serious until… Ben gulped as he felt his body grow colder.

"God, I need air." Ben barely spoke out as he stood up and walked to the balcony, his pants being returned to his legs and around his waist unbuttoned for comfort, and he sat down on the plastic chair his eyes closed. He felt the cold air being blown against his bare chest and he gave an enjoyable sigh. "Much better." Ben opened his eyes only to feel all his blood dry up and vanish from his body as he looked into the face of Lanton.

The Alien's smile grew when he racked his gaze over the teen sprawled over the chair, he landed on the balcony his hand extended to brush back some strands of hair on Ben's forehead.

"You look quite captivating, Ben." Lanton purred. "Shush, no need to wake Kevin, no need to scream either." Ben barely felt his lung full of air waiting for the scream to come only to evaporate to being nothing but lifeless pieces of organs. "How are you feeling?"

Ben shivered as Lanton's fingers, turned human, traced his chest. Pinching his nipples; thumbs pushing slightly harder than needed across his collar bone causing Ben to shiver in pleasure at that move. Ben closed his eyes as pleasure from the movements rushed over him while fear at this feelings made his stomach turn, but it couldn't do anything to stop the sexual arousal from the alien rapist.

"Ben," Lanton straddled Ben's legs his lips brushing Ben's ear. "Do you desire me?" Ben faintly nodded, but he couldn't tell what he truly wanted. His member was growing and all the blood for rational thoughts going to feeding its desire. "Good, now, I need you to wake up and take a nice cold shower for me." Opening his eyes in surprise Ben shot up and looked around, the sheets and blankets pooling around his waist.

Looking at the clock he noticed that it was four in the morning, early enough that he knew he wouldn't be able to fall back asleep. With a sigh he left the warm bed, not noticing he still wore his pants, a glance at Kevin to make sure he wasn't awake, before he entered the bathroom to turn on the shower.

"That was a dream." Ben said relieved. "He wasn't here." He looked down at his boner through his denim and he shivered, but it was pleasurable he admitted, the feeling of Lanton's hands gently ghosting across his skin. He forgot that he didn't wear pants to bed.

Kevin opened his eyes as he heard the door close and he let out a deep relieved sigh as he sat up in the bed, the shower turning on, and he looked at where Ben had slept then out into the porch area where he had found Ben sleeping after he pretended to be fall asleep.

"Ben." He muttered as he ran a hand threw his hair; it was oily and told him he needed a shower before they left, and he looked down at the floor resting them against the palms. "Idiot."

He closed his eyes as his skin remembered how cold Ben had been, but his body soon warmed up after Kevin had picked him up. His cheeks flushed, lips parted, he even moaned, and then he just returned to look like a normal sleeping idiotic hero!

"Shit," he cursed as he snapped his eyes open and stood up pacing. He woke up a few minutes before Ben had and the teen was moaning, his boner clear for Kevin to see, but he was practically crying. He was dreaming of his rapist. Kevin felt pathetic as he was tempted to punch the wall or walk in on Ben showering to tell him he had to put Lanton behind him, to put that bastard out of mind; like that could ever happen!

They had a name to what was happening to Ben, but he wouldn't utter it, not until he was positive that it wasn't something else, someone else that did that to Ben. Anything could have caused him to get a boner.

'Yeah, name one, jackass.'

"Ben, you idiot, what are you doing falling for someone who is only going to kill you!" he turned as the shower no longer sounded and he walked over to sit down on the bed to wait for Ben to walk out of the room, hopefully dressed.


	6. Clinging to Emotional, Ben?

Ben walked out drying his hair a little bit before looking at Kevin staring at him with a concerned/annoyed look as he walked over to the first aid kit. Ben chuckled as he sat down to allow Kevin to check over the need wounds and bite marks.

"Shesh, you're all big brother on me." Ben stated with an uneasy feeling rising up low in his gut.

"Yeah, well, I'm trying to keep you alive until we reach my contact, even if it means doing these small things, Tennyson." He glanced up from his kneeling position and spotted the blooming blush, a grin ripping at his lips. "Hey, did I say something to make you blush like a girl, hm, Tennyson?"

Ben's blush turned into anger as he pouted looking away, "Shut up, Kevin." Kevin laughed as he finished making sure Ben was okay before heading into the shower.

"Don't go out on the porch or open the door, hear me, Ben?" Ben nodded lying back on the bed drifting off to sleep.

It had taken Kevin a few minutes to shower and dry off before walking out, his shirt hung over his arm, and he stared down at the empty bed. He looked over to the porch, empty as well. He quickly cursed as he looked around and spotted the door slightly ajar. Fear ripped through his body as he dropped his shirt rushing out the door and looked around before spotting Ben in the back seat of the stolen car rummaging through some things that was left in it from its previous owner.

Running down the stairs did he reach the boy and glare when Ben turned around looking at Kevin's bare toned chest then up to his eyes.

"Hey, Kevin, um… where's your shirt." Kevin didn't respond easily to that as he gripped Ben's shoulder tightly leaning forward.

"In the room where you should be!" he hissed through clenched teeth.

Ben chuckled nervously as he looked down at the car then back up to the angry black haired teen. His eyes apologized but Kevin had already forgiven him as he looked down at the car and the others littering the parking lot.

"Grab the stuff from the room, dofus, I'll get us a new car." Ben nodded as he ran upstairs while Kevin hurried to get the car, to his liking, ready to leave.

Ben grabbed the first aid kit, Kevin's shirt, and the other things they brought up-mainly their snacks- and rushed down stairs until he felt a shiver up his spine. Looking around he couldn't find any reason for it; looking up at the sky he blinked as he swore he saw someone he knew from Grandpa Max who was a plumber.

Kevin had told Ben earlier on the run that the Plumbers were bad news for them, a slight hint that Kevin was in deep shit also, and Ben ran down to the car Kevin was currently sitting in as the back door was violently swung open and Ben hopped it throwing everything aside at once before slamming the door.

"Can't you go easy on any car, Tennyson?" Kevin growled out, pleased this wasn't his car and he speed out onto the highway.

"Yeah, but I think I saw a plumber." Kevin's speed increased with the words. "Not sure who, but it looked like one we know." The speed increased until Ben told Kevin to ease off unless they wanted to be pulled over by a cop.

Reluctantly Kevin did as Ben suggested as they passed a few cars pulled over on the side, a shy hint that they could be hidden cop cars around their general area. Ben was unsure why he felt so nervous driving with Kevin, Kevin still had yet to put on his shirt, and the younger teen flicked his gaze over to the driver his eyes roaming over the slightly broad shoulders, running down the muscled chest and lingering at the area where Kevin's pants blocked the view.  
It was embarrassing, but the resemblance between Lanton and Kevin was what pulled at Ben to stare. He felt his stomach twist with his desire to lean over and run his hand over the toned chest and see how soft it felt on his skin.

Kevin, glancing over, blushed at the hungry and extremely conflicted expression on Ben's face before the younger teen glanced up at Kevin seeing that he had noticed turned his head to stare out the window at the trees flashing by, his face crimson.

"Ben?" Kevin asked looking around the road as he pulled into the side lines to talk to Ben, parking, and he turned his head fully to look at the still blushing face. "Something bothering you?" a small shake was all Kevin got. "Ben," Kevin stated more forcefully. "What is the matter?"

"You haven't put your shirt back on." Ben mumbled surprising the mutant.

"Oh, sorry, I didn't mean to make you uncomfortable." Ben understood as he straighten up in his seat glad to know that Kevin was dealing with his 'quirks' at that moment. In moments Kevin pulled back onto the road his black shirt snuggling over his chest, his undershirt forgotten until they reached their last motel before Kevin's medical contact. Yet Ben still couldn't remove how similar Kevin and Lanton were from his conscious as they drove down the road into a small town.

They had found another place to spend the night. It was a rundown place, they had bought a one bed, Ben demanded which bothered Kevin, and it was showing how different Ben was considering his time with Kevin, only a few days on the run after Ben's rape. It was surprising when Ben would start to lean into Kevin's touches and seem to desire more after each one. It was a little unnerving, but Kevin knew it had to do with the fact he was raped.

They had pulled out something to sustain their growing hunger, a few snacks that were left over.  
"Ben, tomorrow we'll need to buy some food." Ben nodded as he flipped through the channels for something that would entertain both of them. Kevin had noticed that Ben had been talking less to Kevin while always shifting his glance to the elder teen when he figured Kevin wasn't looking.  
It was beginning to worry the mutant, but he didn't say anything to the other teen. If Ben was feeling as if Kevin was a threat or something than he couldn't do anything about it. With a grunt he walked outside and looked around, his eyes drifted upwards resting upon something floating with a somewhat human appearance.

"You did spot a Plumber." He chuckled as he motioned to his hand to his car, he wasn't sure if the Plumber caught it but he went to his car anyways to check the gas and the other random things on that he could do.

The older teen heard the steps coming behind him, but the feeling was relaxed and he knew he didn't have to worry about the person attacking him.

"Kevin," the voice was one of the Plumbers Max Tennyson knew, one that trusted Kevin. "We heard what happened, we're sorry about this whole ordeal but-."

"I know," Kevin stood up and wiped the oil from his hands onto a rag he had found in the trunk of the car. "But you can't do anything about it. Wonder why." He said sarcastically.

The Plumber nodded his head but he still spoke knowing Kevin couldn't see the small nodding, "Well, it has been deemed by a few Plumbers that their actions were a little… stretched… and as we are now we figured that Ben's safety would be best in your care." Kevin frowned as he turned around to look at the Plumber, a Female alien, instead of the male he thought, whose voice was low.

"What about Gwen?" the shift in its sight made Kevin bare his teeth. "What about Gwen!" he repeated more sternly.

"She's still being held; we were all of one mind on this." Kevin just raised his brows in disbelief as he thought of why.

"Why." He growled out.

"We talked to the Ominatrix creator and he told us that he could transfer it to Gwen, her DNA is similar to Ben's, if anything were to happen to its current holder." Kevin looked surprised but he narrowed his eyes to look at him until they shifted to a flash of green light and the sounds of Ben's 'Big Chill' being called.

"Well, it appears you have Ben to talk to now." The Plumber had already turned to look at Ben flying down to meet them, his face contorted into anger.

"What have you done to Gwen." He asked standing next to Kevin when he reached the two.

"She is being held, but not harmed." Ben stepped forward, wisps of cold air flying out of his mouth. "Do not worry, Tennyson, Gwen is safe, we won't harm her."

Kevin stared at Ben's alien face contort into some type of anger as he stepped forward forcing the plumber back. He saw the expression grow furious until it snapped.

"Where is she!" he yelled, the plumber's face looked surprised growing panicked as she flew into the air.

"Calm yourself, Tennyson!" she called out.

"Not until I have my cousin with us, do you hear me!" Kevin rushed forward grabbing onto Ben's form trying to keep him grounded. "I won't allow you to harm her!" Kevin didn't understand why Ben was saying this when Ben knew these plumbers.

"Calm down, Ben!" he hissed through his teeth struggling to hold Ben's alien form, but what was worrying Kevin more was the freezing breath coating his arms.

"But Gwen-!" Ben slowly began to calm down as he slowly allowed Kevin's voice to overrun his anger.

"Gwen can defend herself!" Kevin stated relaxing also, but he didn't allow his arms to fall even after Ben returned to his human form. "Gwen doesn't need us to protect her, remember, she can kick anyone's ass if they get in her way." Ben seemed to accept this as he looked at the still uncertain Plumber anxiously deciding what to do.

"I can't just leave her… I-." Ben returned to his human form tears forming around the corners of his eyes as he shook where he stood. "She wouldn't have left me if it was the opposite, Kevin, I-." Kevin nodded his head, pulling Ben closer to his chest trying his best to calm him down.

"You should leave now, but if you can tell Gwen we're fine." Kevin stated looking up at the plumber, his left hand combing through Ben's hair to further soothe him.

"Of course." The plumber stated before leaving their spot.

"Kevin…" Ben's words were hitched in his throat. "Thanks." The younger teen clung to the elder's chest, his hands fisted in the black shirt, while his tears were soaked up into the fabric.

"Don't worry about it, I got your back, I promise." Kevin looked around the area before he looked at the car he still needed to check over. "Why don't you head back up to our room; I'll be there in a few minutes, okay, Ben?" Ben nodded after a few more minutes of snuggling into the mutant's chest which had Kevin blushing with his arms still wrapped around the younger protectively.


	7. My Wandering Thoughts

Kevin entered the room, his lips in a firm scowl, and he stalked off into the bathroom before any drops of oil could fall onto the floor. He cursed about how stupid the last owner of their new escape car was, how the oil was old and unusable, and other things that Ben could only chuckle at because he didn't understand them. Ben shifted on the bed to look into the door, still opened wide enough for him to see all that Kevin was doing inside, and he blushed as he watched Kevin strip of his black shirt and his face was soon smeared with the thick black oil forcing him to close his eyes.

The shirt dropped into the bathroom garbage by some miracle, nothing in it other than the ruined oily shirt, and he began to undo his pants with only feeling his way; he grumbled as his hands were too slippery to even get a good latch while he mumbled a few choice curse words that caused Ben's face to burn even more.

Taking an uneasy gulp of air Ben called into the bathroom, "Need help, Kevin?" he wasn't sure why but the thought of stripping Kevin down to nothing but his birthday suit was making his dick twitch with excitement.

"I'm fine, Tennyson." Kevin called out, unknown that the door was open. He turned his profile so Ben could see more of what Kevin was doing. The muscled arms tensed as the hands gripped the coated fabric of his pants and they tugged at them to open trying to pry the button undone without ruining the fabric anymore. Yet again his hands slipped, one going under the thick fabric whiles the other falling to where Kevin's own dick was.

Ben's mouth slightly opened as he trailed over what he was seeing, a shiver rushing down his spine, and all thoughts were thrown out the window as he stood up to walk into the small space Kevin was standing in. Kevin caught on that Ben was in the confined room with him as the teen's lean fingers unclasped the button causing the mutant a bit of distress.

"T-thanks, Tennyson." He didn't look at the teen for the oil still coating his face. "I can-." He was stopped as Ben pushed down the jeans with Kevin's boxers, which caused the older to stumble backwards landing in the tub. "What the hell, Ben!" he shouted before the water was turned on causing his face to turn at it out of reflex.

"Just shut up, Kevin." Ben's tone was husky with lust as he grabbed the soap and wash-clothes off the rack and lathered them up. "Just… just stay still, okay?" Kevin shifted slightly as his legs were spread apart and Ben was now in between them. His blush worsened as the thin fingers with the rag worked on his face, the water helping, and soon Kevin knew he could open his eyes.

When they did the dark brown irises landed on the soaked shirt belonging to Ben as he worked on washing Kevin's shoulders and chest.

"Ben…" Kevin began grabbing Ben's right hand. "I can clean myself off." Ben looked up and with an uneasy smile nodded slightly before he gripped the side of the tub, his hand slipping as he began lifting up until he lost his balance and flew forward landing on top of Kevin.

Kevin yelped slightly but soon moaned as Ben squirmed around trying to get up correctly.  
"Ben!" Kevin moaned in Ben's ear causing him to pause and look up at the flushed face. "What the hell are you doing?" Ben blinked his eyes trailing over Kevin's face, soon the brown eyes landed on his toxic eyes; they soon just stared at each other for a few more minutes.

"Move your hands." Kevin demanded making Ben look down, his forehead now resting on Kevin's firm chest, and he gaped at his hands clasping Kevin's dick, the member hard and already begging for more attention.

Jumping out of the tub landing hard on the floor Ben turned his head, "Sorry, I didn't mean it!" Ben listened as Kevin grunted his response as he struggled to stand up in the tub.

"Yeah, I know, now get out while I shower." Ben nodded as he stood and left the room, closing the door behind him.

Kevin scrubbed the oil off of his skin before allowing the once hot water, now cold, wash over him before he fought the overwhelming urges of before return when Ben had tripped and landed on him. It had surprised him when Ben didn't freeze up at how close he was, especially to Kevin being naked, considering what Lanton had done to the younger male.

Then again it was Ben who had stripped him of his pants and allowed him to fall into the water and… He shook his head and his breathed shallowly before he looking down at his erect member who returned to be treated with a firm standing.

"Shit!" he cursed placing one hand on the wall and the other wrapped around the hard flesh to relieve him. "Why the hell-." He grunted as his strokes were becoming faster with his need. "Ben-." He gasped out as he remembered how his skin was on fire with the simple squirming. How his hands had first gripped his hips then move wrapping around Kevin's dick. "Ben-." Again he moaned as he felt himself reach the peak. Calling the others name again, but he forced it out as a low moan as he came into his hand and on the white tile.

"Shit!" He rode out the rest of the pleasure with the picture of Ben, his face flushed, his lips parted, and how he would sound if he also called Kevin's name in a fury of passion. "What the hell!" Kevin's head shot up as he forced back the images. "I… With Ben! I like Gwen, not him; how screwed up can you get, Levin, you can't just take advantage of him while-."

While what? He seems willing! Kevin slammed his fist into the wall leaving small cracks at the intrusion of the voice and it's hidden dark meaning to cause further problems with the omnitrix wearer.

"Kevin, you okay in there?" Ben asked from the door making Kevin's member twitch as the thoughts began again.

"Fine, just fucking fine."


	8. Sleeping Hunger

Ben had stripped of his clothes, finding them covered in soap, oil, and water, and he found that slowly this was becoming a problem. Kevin had also ruined his clothes, his far worse than the green eyed boys, and with a small sigh he turned to look around the room.

How did one get oil out of their clothes? Other than wash them, they had no money to do that, or get new ones.

When the shower stopped and a loud smash came from where Kevin was, a little worried, Ben walked towards the door and asked how the older teen was feeling. A swearing of 'fine' was not something Ben was up for and he knew right away it was his fault. He really shouldn't have allowed his emotions to overrun his judgment and it was all understandable why Kevin would be so angry. He did just grope him and…

"Mind away from that, Ben, just pretend it didn't happen for the safety of your minds; both yours and Kevin's." Ben said returning to the bed facing the clock on the table reading 9:45 PM. It was late enough that Ben could fall asleep, but he wasn't sure how Kevin was going to take to Ben being in the nude. "Great, just great." He practically cried out.

"What's great, Tennyson?" Kevin asked walking out with a towel wrapped around his waist, his eyes fixed on Ben's face with a weary look.

"Nothing, Kevin, but I'm sleeping on the floor, you can take the bed." Kevin raised his brow as he sat on the edge of the bed and he finally allowed his eyes to roam Ben's body, the others back to him.

"No, you take the bed; I'm more used to sleeping on the floor." Ben spun around to look at Kevin but when he noticed the slightly hungry look as Kevin's eyes landed on his member he shudder backing up.

"Kevin?" his voice quickly dropped down with slight fear when Kevin stood up.

"Ben?" Kevin's own voice was low and husky as he looked over Ben's body, the bruises from the bites were now a yellow sick color, the bites themselves gone as thin scars barely visible unless you were up close as Kevin was getting, and the scratches were nowhere to be found. Even the bruises from the rough hands were gone proving how quickly the young teen healed- even by alien standards.

Ben backed up a little more until his back hit the wall, Kevin noticed the flinch, and he dropped his gaze feeling something close to repulsion directed towards him. His mind traveled across different words, phrases, and he couldn't help but flinch at the one he heard in his head with Kevin's voice: 'Whore'.

"Ben?" Kevin watched surprised as Ben began to cry for no reason even as he slide to the floor curling in on himself to hide his body. It was horrifying to see his best friend break just from Kevin looking over his tone chest, legs, and everything he could. "Shit, Ben, I'm sorry, come on, man, snap out of it." He grabbed the top blanket and ripped it from the bed to drape it over the shaking thin form.

"S-sorry." Kevin stared down at him confused. "I… I know I'm pathetic, so…"

"What the hell are you talking about, Tennyson!" Kevin growled, Ben shuddered and curled more. "You're nothing but the strongest person I know, that even means Gwen, got me!"

Ben nodded weakly before he felt exhaustion grip his mind pulling him under with the added warmth of the blanket. Kevin, who saw Ben slowly fall asleep, was relieved as he picked him up and carried him to the queen sized bed to cover him up in the blankets.

"Just rest, Tennyson." He paused as he stood up. "Sorry about what I did, Ben, I… sorry." He turned away and rummaged through a bag he brought up to find something to wear hopefully.


	9. Leaving, Love

He let a growl that ripped from his throat as he watched Kevin; he was becoming more than slightly annoyed by the display he was being shown as he followed the two. He looked at his hand clasped around the throat a female plumber who had earlier talked to Kevin and had instigated the green eyed human's anger.

That was the reason why his grip tightened and he lifted her up to his face.

"You made a bad move, plumber." He hissed in his flying form, the claws digging into her throat, his long elegant wings, that many on earth would assume to be the devil's, flapped in even rhythm before his tail, long and thin, rose up behind him with a thorn dripping something that slightly glowed.

"Please!" she cried out watched as he hissed again before plunging the thorn into her chest and pulling out his tail, the part planted in her breaking off, and he watched as another grew in its place.

"You've angered my toy and you expect me to be forgiving or merciful!" he opened his mouth wide, his sharp teeth at the ready, and quickly began to devour her.

In the time that he had eaten he looked down at Ben, Kevin he could sense was no longer there, and he flew to the balcony and opened the door, Ben had cracked for some air to dry his clothes off, and he stalked forward to the sleeping, naked, and alive human he had raped three days before.

"Ben," he said with a husky tone as he changed into a human and removed the blankets that were cocooned around Ben. "Come on, we haven't finished out fun yet."

Ben gave a small moan that caused the alien to shiver, his now human body still doused in the blood from the one he ate, and he had finally removed the last of the sheets around the younger. With a grin he leaned forward, his hand gripping tightly but not enough to hurt, on his chin and planted a kiss on the opened lips.

"Ben," he lured making the other slowly awake. "Come on, this isn't going to be much fun for you if you don't wake up." Ben blinked as he felt something pinned his legs to hold them down while something else was on his hips leaning over his whole form.

"Kevin?" he blinked a few more times and stared up into two angry dark brown eyes as the sharp teeth frowned.

"Wrong name, Ben, wrong name." he crashed his lips against Ben's, forcing his mouth open to allow his long tongue to snake its way through his mouth silencing any screams of sort from coming out. "I'm surprised, Ben, but you really shouldn't mutter another's name to your lover while they desire sex, it can make one… a little jealous and angry; violent sex hurts, I should know, I do it all the time."

Ben's eyes widened when he realized who was on top of him; he began to struggle to move, his hands soon held to the bed by Lanton's tail, while Lanton's hand positioned Ben's hips for easy access.

"I won't take it slow until you call my name, Ben, after all, I'm the only one you're allowed to touch this excellent body like this." He pushed in making Ben's spine arch. "Not even Kevin is allowed to touch you unless you want to be in more pain." He spoke out when he leaned forward once he was fully inside. He gave another grin as he nibbled Ben's ear.

"I asked you last time 'What form do you like' and you only had a human dick inside you, how about my flight form?" Ben screamed silently as that part of Lanton's anatomy changed inside him from thick to thin, but it was more than one that slithered inside Ben, moving as Lanton pumped inside of him, growing with each violent twist until Ben swore he could feel it inside his whole body.

Lanton panted as he tried to mesh their bodies together, forcing his tongue, the jagged tongue of his prey mantis form, to explore Ben's cavern. Lanton could taste the blood as Ben coughed it out, until the other began heaving with difficulty to breath.

"Not yet, Ben." He moaned as he felt his climax coming. "Just a little longer and I'll be done." Lanton was having difficulty not to see stars as he pumped harder until he came. He blinked in ecstasy as he pushed out, the small tentacle parts of his dick still slithering inside Ben, and his stomach cracked open as blue-yellowish fluid flew over Ben's stomach.

Ben closed his eyes as the tears clouded his vision, but he knew what lanton wanted to hear now as he kissed, licked, and suckled Ben's collar bone.

"Lanton." He was finally able to moan out with disgust.

Ben looked up at Lanton as he was wrapped in his arms, the other rocking slightly, the alien's eyes closed as it smirked at something hilarious. He shuddered as he felt a large exhale before the eyes snapped open looking down at him.

"Ben?" he asked huskily. "What is your attachment to Kevin?" his tone was the thing that made Ben blush as he shifted his gaze to the door hoping that Kevin would just run in guns blazing.

"Nothing." He stumbled out, his hand drifting to his Ominatrix. "He's my best friend." He felt his mind push these out trying to keep Lanton's attention on his face, other than his arm.

"Ben." Lanton hissed his hand gripping the wrist with his watch. "I know what you're trying to do, don't make me break your arm to keep you from annoying."

Ben turned sharply to look at Lanton's face and he nodded weakly knowing that it wouldn't just be a broken arm he would receive. He felt the tears prickle his eyes before he closed them trying desperately to forget where and who he was with.

"Ben," Lanton asked in a low, soft, and almost loving voice. "Time for your punishment; don't die." Ben didn't open his eyes even as he felt the sheets from the bed being tied around his body, twisting his arms in painful ways before tied to his neck. He forced Ben onto his knees tying them to other knots until he moved away from the bound teen.

"Give Kevin this warning, Ben, one wrong cut and you'll suffocate." Something warm slithered over Ben's throat coming from the sheet still covered in their last activity. "Until next time, my lover."


	10. repeating

Kevin looked at the two bags that he held in each hand before shifting them into one to unlock the door to the shared room with Ben, who probably was still asleep, and he pushed it open and removed the key before closing the door and walking fully into the room. The light shifted from the opened balcony and the mutants grip vanished as he rushed forward to the choking teen who freely cried as he looked at Kevin.

"Ben!" he shouted dropping down tenderly touching the exposed skin around his shoulders. "What happened? Who did this-." He didn't get to finish as his hands covered his nose and mouth from the putrid smell that wafted off of Ben. "Ben?" he gagged out moving away from the teen as he choked out a few cries, unable to speak.

"What the hell is that smell!" he spoke through his hand.

"K-Kevin." Ben cried out, his sight hindered by the tears and how puffy his eyes were from crying. "He… he came back!" Kevin knew who Ben was talking about as the pit in his stomach grew swallowing him up. He had left his best friend unguarded and it was again his fault that the bastard raped the smaller teen.

"I…" Kevin crawled forward getting ready to remove the bounds.

"Kevin," Ben's voice was low and scared. "There is something wrapped around my throat… he… he said if you didn't remove the right knot… it'll kill me…" Ben closed his eyes at the sharp intake that overcame Kevin as he hesitated until he placed a hand on Ben's cheek.

"I'm so sorry," Ben nuzzled into the bigger hand, enjoying the warmth. "I'll get you out of there, just…"

"Kevin," Ben grew tired as he continued to sap the warmth from the hand that still cupped his cheek. "Don't worry about me." His head dropped forward telling Kevin that Ben was exhausted.  
"Idiot, I can't help but worry."

Kevin examined each knot and he grinned as he noticed that what was wrapped around Ben's neck was almost visible in the stained sheets. With further examination he found an area that seemed devoid of the creature but he didn't want to take any chances so he shifted Ben against his chest so he could feel each section.

A small blush came over his face as his fingers brushed Ben's spine causing a heavy moan to come from the smaller teen's mouth.

"Note to self: nerve bundle in Ben's back causes him to moan intensely." Kevin blushed even worse as he buried his face in Ben's hair. "Shit." He felt his member harden as his hands seem to control themselves and ran over, digging slightly, into that same spot to hear Ben's delicious moan.

Ben reacted as he shifted closer rubbing his own growing member that was hidden behind the sheets into Kevin's making Kevin buck forward. The mutants eyes closed as his hands roamed what they could feel as he grew harder.

"Ben." His voice was low and wanting as he gripped Ben's ass and placed him on the erect member belonging to Kevin. "God I want to screw you so badly right now!" he rubbed his member against the hidden temptation until he heard Ben coughing, his body struggling against each touch and buck from the older teen.

"Ben?" Kevin's eyes snapped open, landing on the tightening tentacle around Ben's neck. Fear ripped through Kevin as he struggled to find the area he believed was the knot to release his friend. "Come on, come on!" fear lined his voice while his hand shook until he found it and worked on undoing it before his friend died from asphyxiation.

As the knot came undone Ben's struggled lessened as he soon lay limp in Kevin's arms.  
"Ben!" Kevin looked down at the small teen, his lips blue from lack of oxygen, and he held his breath as he watched the thing loosen around Ben's throat allowing him the chance to rip it off.  
Kevin had easily traveled the road while Ben was unconscious, far too much like the beginning of this trip, and he kept his distance from him even to the point where he had decided the back seat would be a better place for Ben then the front; yet as he glanced in his rear view mirror he watched Ben sleep easily with no care in the world.

The wielder of the Ominatrix was oblivious to what had happened to cause the deep bruise around his neck or the other ones around his body hidden by the fresh new pair of clothes.

"This is turning into one fiasco of a trip." Kevin looked back to the road as he pictured what he was about to do and it disgusted him; he was taking advantage of Ben in such a horrible state-after he was raped again!

Kevin grunted in disgust as his mind showed him what Ben had looked like: Bruised, beaten, and worse than Kevin had ever seen him before. Slowly the older teen's mind slipped from the road to worry more on Ben, Lanton, and his growing emotions at this whole situation. He was finding it hard to be as calm headed as he knew he should be, yet in the back of his head he wondered how Gwen would take this.

"Shit!" Kevin looked around the area, it was becoming light showing that morning was finally arriving, and Kevin pulled over to the side of the old dirt road to head to his contact, which at the moment had set up a station out here. He closed his eyes rubbing his forehead before pinching the bridge of his nose. He was feeling the agitation and it was getting to him.

"Why am I even trying to help?" Kevin looked up as he saw a flicker of light from the edge of his vision. There stood a human looking alien, or at least it looked human but it could be. Kevin was never sure what type his medical contact was; he never even bothered to learn when he had a few chances.

"Kevin?" the man asked standing outside of the driver's side door. "You're late, something happen coming over?" the man looked in the back seat for a few minutes until he rushed over to where Ben's feet were yanking open the door. His hurry was causing concern for Kevin as he turned to watch the man climb on top of Ben's form, turning him flat on his back before checking his pulse and other things with what he typically carried around with him.

"What's wrong?" Kevin asked exhaustedly.

"Not now, drive me to the building a few miles down." Kevin nodded as his eyes watched hesitantly while the alien doctor removed Ben's shirt with ease. "Kevin, drive now!" Kevin looked up at the snap back to the world around him. "His heart is slowing down, if you want him to crash then do whatever you were doing before, but right now I just need you to drive, got that!"   
Dumb-foundly he blinked at them both until he turned around and put his car into drive and drove down the dirt road.

It had taken him longer then Kevin would have liked to reach the building, by that time Kent had already dashed inside ordering Kevin to carry Ben. A nervous swallow was Kevin responds to that as he walked to the back seat and opened the door to Ben's feet and picked him up, a shiver rushing down his spine, and he brushed his fingers against the smooth skin, dyed slightly from that gunk that smelled like something he had no name for, before heading into the house.  
He spotted a table, assuming that is where Kent wanted Ben, he placed him down to trail a finger along Ben's jaw. His jaw clenched as he looked around, seeing no Kent, he leaned forward kissed Ben's lips softly.

"I never knew you were into the same sex, Kevin." Kent asked setting a few things on the table near them; small alien technology for medical use.

"Just shut up and see if you can fix him, got that." Kent raised his brow before working quickly on helping the battered young teen.


	11. Knowledge is Fear

Chapter 11  
Lanton looked around the room where Ben and Kevin had stayed for a brief time until he squatted down picking up the dead organism. He frowned as he noticed some black spots that didn't bode well with him.

"I see Kevin didn't receive his message." Lanton stood up and his eyes narrowed as he ripped the organism apart. "If he figures he can easily 'take' what I'm claiming he is wrong." Lanton turned around to stare into the face of a human male, he stood tall with yellow brown hair, light brown eyes, and his skin was a tan that Lanton had to grin to.

"I believe I need a new form and what one not to take then the one I see before me." The man dropped the cleaning supplies he had in his hand and turned around darting to the door still wide open before it was closed violently by Lanton's hand as he appeared before it; the man's face contorted in fear as he back up darting his gaze everywhere for something to protect himself with.

Lanton grinned as he lunged forward sinking his sharp poison tinted teeth into the man's neck and he slowly began to eat him while the cleaner's body struggled to move away-the fight was futile, Lanton knew, as he drained the blood in a few jaw dislocated gulps. Soon there was nothing of the man but Lanton's new body as he stood up, his skin still changing under the raw fresh layer of human flesh.

Ben stared to the side where Kevin was fast asleep in a chair next to his bed, a soft smile graced his face, and he turned his painfully stiff neck to look at a man running over a few papers.  
"You feel better?" whispered the man as he walked over looking over a few things that was hooked up to the young hero. Ben only nodded closing his eyes again. "Get some more sleep; you deserve it after what you've been through." Again Ben nodded until he drifted off to sleep. The man gave a small content smile before looking at Kevin and his face darkened while walking back to his lab.

He still had several test to finish and conclude; what he knew at that moment was something he didn't like… Ben Tennyson and Kevin Levin were in trouble if what he thought to be was actually the truth.

"We'll be in trouble, far more than any random alien attack."

Kevin heard Ben wake up from the shifting on the bed and he listened to what Kent had said after Ben's breathing and heart returned to the slumbered rhythm. It was something that was beginning to bother him as he opened his eyes to look at the pale skin of Ben, the slightly red rings around his eyes, and, worst of all, his already thin petite form growing even more to that of a skeletal form.

Ben was looking more like a reanimated corpse then a human.

"You're awake?" Kent asked walking out into the room from the back area's lab.

"Yeah," Kevin gave a yawn before refocusing his eyes on Kent's form. Big, broad, and very surfer down to his hair. "How's Ben?"

Kent didn't answer as he looked over the small withering teen on the bed and he turned up the IV drip.

"Well, what do you want first, bad or good?" Kent's voice was heavily sarcastic with venom.

"Woah" Kevin slowly stood up as Kent look around at him, the doctor's eyes dangerously alien. "What got you so pissed off, huh!" Kent didn't back down to Kevin's own threatening tone, but he did breath a few times before he said in as much of a calm manor as he could.

"The sample I was able to get off of Ben's skin and his vaginal area was not of any alien I've ever come across, but-." Kent took a deep breath running his hands through his hair. "It is something I've seen in books; they were the things that you are NOT supposed to see in our time, Kevin…" Kent seemed at a loss for words as he returned to look at Ben.

"What the hell are you blabbering about?" Kevin walked over to the bed and rubbed his fingers over Ben's cheek.

Kent slapped Kevin's hand away before yanking him towards the chair forcing him to sit down before he squatted in front of Kevin's spread eagle legs. Kevin blushed as Kent leaned forward inches from his face his eyes in a normal type of human gaze that got meaning across but they held fear.

"Kevin, that sample I just studied was suppose to be extinct!" he emphases the last few words. "That thing that raped Ben twice is suppose to have been wiped off the world by every single alien who could even stand its toxin." Kent's fingers dug into Kevin's sternum. "Kevin, you're father's species are considered the only kind who actually could do that, but since there are so 'few'-." Kent left it hanging there as Kent's point slowly got across.

"So, Ben-?"

"He's been infected by the parasite's of their last encounter, there shows to be some abnormalities also appearing inside his chest… almost as if his organs are changing for some reason, I can't be positive, nor can I stop it without knowing why it is happening." Kevin watched Ben's soundly sleeping face before fingers gripped his chin turning him to look at the bright alien eyes that glowed.  
"Kevin, have you ever wondered why this 'Lanton' killed those he had sexual intercourse with?" a shake of no was what had been said. "Lanton might not want them to mutate, I don't know the reason, but-."

"How long ago was it that Lanton was the last of his kind?" Kent was confused as he stood up and walked over to the table where the book was opened to the blood sample.

"A little over three times the current Earth age, maybe around the same time most advanced species were gaining ships; why?"

"He's been doing this shit for that long, he has the advantage." Kent nodded as he looked at the beeping monitor hooked up to Ben. His thoughts were on killing the young human before the mutation was completed, but a growl from Kevin as he was at his 'friend's’' side was enough to quell his desire.


	12. The changeling

Lanton walked across the few steps, smelling the air, before a grin crossed his face and he shifted to fly the rest of the way to Ben; he was deciding on actually allowing the smaller male to be his mate, but if Kevin were to do anything like he had been… he wasn't sure on how easily he'd hold back his temper.

It had been a long time since any human actually lived as long at Ben had, but… the mutation… it was uncommon, unnatural, and it was evident with each flap of his wings pulling him towards Ben. That watch of his was indeed something that had the power to use DNA from all living things, but… it was missing one last strain from Lanton.

"Our next meeting, Ben, you'll be perfect." He purred as he followed a dirt road in the air, his body yearning for more of the soft flesh, the taste of something fruity, but strange, on Ben's skin. His plump lips, his acid green eyes… a shiver ran Lanton's spine as his desire grew violently.  
He had to have Ben; he had to have him as a mate, he was perfect!

"You're mine, Benjamin Tennyson."

Ben awoke with a start as a purring in his chest at something rubbing circles in his right hand. His head turned to look at the arm that he knew belonged to Kevin, with a confused gawk, he looked up to Kevin's face which was staring at his own with perked interest.

"You okay?" Kevin asked with a soft tone leaning forward after he stood up to grab a glass of water. "Here, small sips, okay?" Ben nodded meekly but he was still confused by how he was purring; he didn't purr, not to Kevin at least.

Kevin, Ben took notice of, didn't seem to even notice his unusual purr… but that might just because Kevin seemed far to relieved that Ben was actually awake and taking a few sips of water in who knows how long since his last… Ben shivered as the purring stopped to be replaced by a deep growl that sounded almost similar to a pissed off chicken.

Ben was NOT a pissed off chicken.

"Ben?" Kevin's tone caught Ben's attention again pulling him to look into the dark worried eyes. "What was that?"

Ben giggled slightly as he snuggled back in bed, he really didn't want to talk about his now odd animal sounds, and he looked into the eyes of the other mutant… Kevin was really handsome.

"How long-." He coughed a few times as he tried to clear out the strange tone of his voice. "Have I…" the tone just deepened, but Kevin didn't seem to mind. "What's happening?"

Kevin's hand gripped tightly, not enough to hurt, Ben's hand before leaning forward and barely placing his forehead to Ben's, a rapid blush and a renewed purring came to the mutating hero's face as he looked at the closed eyes and then traveled to the parted lips; he could kiss them and Kevin couldn't stop him.

"Ben," Kevin began softly. "Lanton's DNA seems to be mutating your own… you're… changing into something similar… to him."Kevin was having a difficult time just saying this to the other teen, but the deep intake of breath, the cold of Ben's forehead as he was growing into shock.

"How?" Ben hesitantly asked out.

"Sex; every time he raped you… my medical contact believes that if he does it again… you'll be whatever he is completely… you won't ever be able to change back." Ben looked at Kevin as his shoulders shook, he was actually crying; Kevin E. Levin was crying because Ben knew that ex-con thought this was his entire fault.

'It is, though, Ben.' A voice purred; Lanton's voice.

'No, it's yours.' Lanton 'Tsk'ed at Ben.

"This is your entire fault." Ben coughed out. "You…" Ben felt his throat tighten as he began to cry. "You didn't even try to stop him from taking me! You left me alone with that bastard! THIS IS ALL YOUR FAULT, LEVIN!"

Kevin pulled away and he stepped back, his heart cracking, and he looked into the crying face that was covered in scales, his eyes a dark blood red color that glowed green around the edges… the once black pupil now the only acid green on Ben's face. His neck covered by a light green shell with designs in white that traveled down beneath the covers.

Then Kevin looked at Ben's hands as they clenched in fury. They were the only thing human that was still what Ben use to be.

"Ben… I…"

"I hate you!" Kevin turned around and fled the room; the last words that were said by Ben were the last thing that seemed to snap. That wasn't Ben anymore; Ben never said those words… never to him, Gwen, or any of his enemies.

Kent watched as Kevin ran from the room, his eyes darted to the now locked door, and then he frowned as he followed Kevin. He had to make sure that the ex-con knew what Kent was going to do. If Ben had any family that knew of this they would have to know what was happening now.  
"Kevin!" Kent shouted catching up. "Slow down!" Kent was already running out of breath as Kevin slowed down for him. "Shesh!" Kent said gripping the wall and breathing in slowly.

"What, Kent." Kevin was furious, but Kent was surprised to see he was actually crying- his voice sure as hell didn't show he was crying like Niagara Falls.

"He has to be killed, Kevin, I… you should tell his family that he's dead." Kent looked at Kevin, the face hardened, and then the smallest of nods came from Kevin's head.

"That isn't Ben in there, doc." Kevin said slowly. "That… Ben died because I was a careless bastard in that room!" Kent's eyes widened as Kevin stormed off to his car. With no more words to be said Kent knew he only had a few more minutes at least before the poison was finished. He hoped it would work.


	13. No more the foolish

Ben looked up at the ceiling and he smiled as he remembered how kind Kevin had been to him, unusual that it was directed towards him not Gwen, but he enjoyed it. Now he screwed it up and hurt Kevin by saying that shit, he didn't hate Kevin he was just blaming the first thing he could and that was Kevin. Ben knew why though, over the last few days, or weeks, or months, he didn't know the time lapse anymore, but he had fallen for his best friend. His gentle manner, his smile, how he looked when he blushed, his lips parted, his body…

Ben shivered as a low moan, so similar to Lanton's, slipped past lips. He had to apologize before it was too late though. He couldn't let his relationship end on such a horrible feelings, it would plague him after this whole thing was over. He loved Kevin that meant he had to do anything to stay with him; he couldn't…

The door opened as Kent walked in with a cart being pushed over to his bedside until he looked over the body of the transforming teen. Kent gave Ben a sad apologetic smile, confusing the mutating teen, as he lifted up a needle.

"I need to give you a sedative; it will dull the pain, okay?" Ben tilted his head but nodded, if he could get out of here quicker by taking it then he should; he had to apologize to Kevin.

"Is Kevin still here?" he snarled a little at how his voice didn't sound his own, but he still looked at the man, unsure if it was human, by his bed.

"Kevin left for a few minutes; he said something about 'fixing' something with 'Gwen'." Ben's heart sank as he realized that Kevin was going back to his cousin, of course Kevin didn't love him… why would he love such a tainted whore.

"Thanks… if he comes back while I'm still out… can you tell him… I have…" Ben took a deep breath as he calmed his nerves down. "I want to apologies, don't tell him that though, and just tell him I want to talk… please?" Kent paled but nodded, his smile growing sadder as the seconds ticked by and he injected the liquid into Ben's still humanist arm.

"I'm sorry…" Kent whispered as slowly the skin began to turn black by Ben's veins, dragging its way up to Ben's shoulder and directly to his heart. Kent backed away as Ben began to scream, his other free hand scratching and desperately trying to stop the decaying.

The scream grew in pitch until Kent doubled over holding his head, blood slowly seeping from his ears. The high pitch sound grew louder until several glass cylinders shattered around the room. The door shook as Kent stared into Ben's now black eyes as the decay reached his chest rushing to his head and other organs. The doctor's eyes widened as his jaw dropped as he witnessed the full mutation… it was complete and the poison was what finished it.

"You!" Ben's voice was low toned key that sounded perfect in every way to Kent's broken ears. "How dare you do this to me!" the tone grew lower until it was a mere rumble in the chest of the mutated being. "I trusted you… Kevin trusted you… how dare you… you…" slowly Ben's eyes widened as he noticed a faint, but vanishing smell in the room outside leading away from the building while another stood directly outside.

Kevin was indeed gone, he didn't know that Kent tried to kill him, and the man standing behind the double swinging doors was Lanton. Ben's eyes slowly returned to normal as he yanked and tugged off the wires and other devices from his skin and chest, the heart monitor beeped red and flared to life with warning, as he slid gracefully off the bed and towards Kent.

"Go away." Ben hissed as he failed to meet eye contact, his gaze at the door. He directed the words to everyone and no one. Slowly Kent felt the pressure on his back and he shuffled forward as Lanton entered, tail swaying, fingers sharp, teeth glistening with blood dripping down from the corner of his mouth.

"Why, I'm astounded… I've never felt so…" Kent watched as Lanton leaned forward, Ben failed to do anything but stand, and nuzzle his face into the crook on the naked Teen's neck. "You are indeed a perfect mate, Benjamin Tennyson."

The reaction from Ben was a low purr as he too nuzzled Lanton's neck, Kent spotted the change in the mutated teen's pupils as he kissed and bit softly on the others skin earning a growl of delight.

"I told you, you are mine, Benjamin, not Kevin's." Ben purred louder as he was picked up like a bride and carried away in Lanton's strong arms. "Now, we have only one last thing before we seal your transformation… do you accept." Ben purred as he suckled more and bites harshly on the skin making the growl furious and demanding. "Good."

The clock on the wall fell to the ground snapping Kent out of his daze as he realized that in his attempt to kill Ben he had done Lanton a great service… he gave him the perfect mate, powerful, strong, and one who could sire children. It was the one thing Kent did not tell Kevin.

That last encounter had given Ben's body the ability to bear children, for how long Kent didn't know. He rose to his feet, dragged his sore and bleeding body to the door and opened it to find the room trashed. He cried as he collapsed, after fixing a chair, and pulled out his phone and dialed Kevin's number. The teen must have been with Ben's family.

"Hello?" Kevin's angry voice answered.

"Kevin…" Kent coughed weakly.

"Kent, you okay man?" Kent smiled but he soon remembered that 'no' he wasn't fine; he just helped kill off the whole world and gave the most powerful ability to a monster.

"Kevin… it's Ben… the poison…" Kent paused as he coughed violently, blood covering his lap and white lab coat. He had internal bleeding. "It fully changed him… he's with Lanton, you have to-." Something sharp stabbed through Kent's chest, confused as to what it was, slowly he was turned to stare at Ben, a wide sadistic grin on his face as he picked up the phone to speak to Kevin himself.

"Hey, Kev." Ben said cheerfully. "How are Gwen and my family?" Kevin didn't respond as he trembled in rage and fear on the other end. "Tell them Lanton doesn't like them… he wants to kill them, so… Guess I'll see you real soon, huh, Kev." And that was the end of the call as Ben flicked the phone closed and he leaned forward clasping his new dagger like teeth into the throat of Kent killing him slowly before he and Lanton feasted on his flesh.


	14. You left me for dead

Kevin stared at his phone as he continued to sit in his car outside of Gwen's home, he had learned from a plumber that she was there, and he growled. Ben was dead, not his body, and now he was a disgusting, in Kevin's mind, freak. He felt anger towards Lanton more, but his heart clenched in pain for Ben… he truly was starting to fall for him, much harder than he had for Gwen. He took a few deep breaths before getting out of his car to stroll up to Gwen's house where her parent's answered the door; he wasn't keen on their names.

"Mrs. Tennyson, I need to speak to Gwen." The woman nodded, her eyes were puffy, and he walked passed her towards where Gwen was, the front room, holding her dad. He down casted his eyes as Gwen called his name in her sobbing.

"Kevin… where's…" she noticed his look of defeat and sadness. "He's… oh god, Kevin, how!" she rushed forward pulling him into a hug, her father and mother soon embracing with tears.

"The reason why Lanton killed them… Gwen, Ben… he…" he took a deep breath. "Lanton turned him into whatever the hell he is!" Kevin's arms wrapped tightly around her. "I… I couldn't do anything…" Gwen began to cry into his black shirt as he nuzzled his head into her hair, loving her smell, but it almost reminded him of Ben's.

"Ben, he didn't need this…" Gwen began to mumble, slacking in his grip, before falling asleep. Kevin blinked as he looked at her parent; both were passed out. That was odd.

The room was unusually silent as Kevin gently placed Gwen on the ground. His eyes looked around the room, slowly turning back to stare wide eyed at Gwen's neck; a needle was poking out of his head. He paused to pull it out not allowing it to poke him.

"Lanton." He turned around to stare at Ben, his form was thinner, skin a multiple color of green and yellow's, his eyes were their vibrant green but the white was now was a dark blue. "He noticed, but you keep standing there, shesh." Ben seemed to be talking to nothing, but Kevin knew better now. Slowly Kevin's onyx eyes trailed over Ben's newly toned body, naked to Kevin's own growing problems, and his brown shaggy haired head turned to look at him.

"You did a bad thing, Kevin Levin." Lanton spoke causing Kevin to turn sharply to his left at the inches apart from his stiff from: Lanton. "I doubt I am as… kind… as Ben is, you see, my mate wants to say thanks… he was glad that you stood by him… at least until the ending so I gave him permission to do with you as he liked until we head off world." Kevin licked his lips as he looked at Ben, stepping back into the wall, when they both advanced on him.

"He's paler then I remember." Ben seemed to purr in his chest. "I don't need you, Lanton; here right now, I mean." Grinning as he nodded and leaned in to kiss and trail a hand down his mates body he left just after.

"Remember, kill him when you're done." And that was all Lanton left before he was gone leaving a worried Kevin at the mercy of a mutated Ben.

Kevin was thrown like a rag-doll onto the hard floors for the seventh time since Ben had showed up. His side was bruised; his lip busted, but was scared him the most was how each time this happened Ben was able to take off an article of Kevin's clothes.

"Man, you look hot like this; hard to believe you usually like to be top when you cowering so… invitingly." Kevin remembered that this was how Lanton use to do it… how he almost did it with Kevin… now… now it was his best friend, his newly found crush.

"Ben," Kevin choked out. "Please!" he felt the blood, not the slap, as his head hit the floor again and his last piece of clothes, his boxers, were ripped and thrown aside. A low pained groan left his lips as Ben straddled his waist grinding his mutated hips into Kevin's arousing a small gasp from the older.

"You'll like this, I promise." Ben spoke with a lust filled groan continuing his rampage. "Now, which form do you want?"

Kevin spoke before he knew what the question meant, "Human." And he was given a loud bark of laughter that was nothing human, more of predator who caught his prey. Kevin felt Ben's body, which was hard and scaly, turn soft and warm. It was human, perfect, lustful, and perfectly Ben's.

"Do you like this form, Kevin?" Kevin groaned as his erection, now growing twice as hard, rubbed Ben's. "I see, that is good." Ben watched as slowly Kevin tightened his face, clenching his jaw, and he was sure the older was not going to submit so easily.

"Ben," Kevin choked out from pleasure. "This isn't you… stop." Kevin's head slammed against the ground, earning an outcry, before he felt both his wrist being easily lifted by the thing arms and wrist.

"No, this is me, Kevin; this is the me you created when you told Kent to kill me… It's a shame Lanton killed him though… I wanted him to tell you… I wanted him to say 'I love you'." Kevin screamed as he felt the bone snap in his right arm, he looked seeing the compound fracture sticking out of his skin, blood easily dripping down.

"BEN!" Kevin screamed with fear as he felt the grip tighten on his left arm. "Please, man, snap-." He screamed again as Ben leaned down biting right through the flesh, his alien teeth snapping the bone, and licked the blood away.

Kevin, feeling the edging black, watched Ben, Kevin currently bite his lip trying to stall any more screams, felt for the first time scared of Ben.

"I hope you don't hurt too much, Kev, because when I'm through with you you'll only wish for death; don't worry, I'll be kind and merciful to kill you with my own hands!" Kevin felt another scream rip through him as Ben easily lifted his legs over his shoulders and pushed in; it wasn't a human dick that entered Kevin, it was alien, it was huge, it was gouging out in insides, and it was fueled by Ben's anger of betrayal.

Kevin felt the tears drip from his eyes as he scrunched them closed, felt the beating that he was now to weak to fight off, but what he felt grow with each hard bloody thrust was the fact that he loved Ben, he loved him as a human and as a monster.

"Ben," he found his throat no longer able to speak. "I'm sorry…" it wasn't audible, but he watched as something passed Ben's face as he slowed his ruthless pace. "I'm so sorry." Blood dripped from Kevin's mouth as Ben's green eyes widened. "I… I love you…" Kevin coughed out as his seed spilled over both their stomachs mixing with blood. Ben, continuing, watched as Kevin was already passed out, his body wincing or moaning during his thrust when he found that spot or became violent in a small fit of rage.

"Kevin," Ben felt his climax, his pace becoming savage, and he bent down biting roughly on Kevin's bare exposed shoulder. "I love you, but I hate you for what you allowed me to become." Ben arched his back as he came inside Kevin until he dropped on the older teen's chest, panting out. "

Ben lay on top of Kevin as he twirled some blood around the hardening nipple. He sighed as turned to look at his once family, "Shame I can't kill them, Lanton only wants Kev dead."  
Snuggling in the crock of Kevin's shoulder Ben drifted off to sleep.


	15. Still alive, but forever gone

Gwen stirred from her sleep to look around the room, eyes drifting over the massive amount of blood running from Kevin's body, her parents still lying in each others arms out like a light, and Ben was sitting on Kevin's stomach licking the blood off of his hands… Ben…

"BEN!" Gwen rose, but fell forward, as she caught his attention. He smiled, almost as if he was in a daze, at Gwen's smile. "What happened? Are you hurt? Is Kevin okay? Ben-."

Ben raised his arm silencing her. His smile dimmed as he dropped a hand to lovingly stroke the blood covered hair back out of Kevin's face.

"Shush, you'll wake him up… he's really hurt, after all, both arms broken… a few ribs… fractured skull…" Ben leaned down licking some blood running from a gash on Kevin's head. "He's in pain, so I'm letting him rest." Ben sat straight again, licking more blood from his arms and hands.

"Ben?" Gwen was scared at how strange her cousin was acting, maybe what Kevin was right and this wasn't Ben anymore… maybe … she couldn't stand watching as her cousin straddled Kevin's hips, allowing her to know that they were both naked, and he bent down biting his neck and suckling on the blood. "You're killing him!" Gwen pressed hoping that he would come to his senses.

"He tried to kill me, I'm only returning the favor until my mate returns for the kill." Gwen paused, mate? She continued to struggle, her limps failing to respond, as Ben moved his hips, a small moan of pleasure erupted form Kevin's lips even though he was still out. This seemed to make Ben desire more as he continued; harshly.

Soon the pleasure full moans became cries of pain as Ben's body slowly changed, his skin become a green color. His hands soon became pointed as they dug into Kevin's stomach pulling down slowly.

Gwen watched as Kevin arced his back screaming something that sounded close to Ben's name. Ben, seeming to find this as kinky, chuckled as his newly aroused cock twitched to enter. Not denying himself this pleasure, he slammed into Kevin with enough force Gwen flinched away as Kevin's body went still; his fingers digging into the floor, nails leaving bloody marks, and Ben leaned forward kissing his lips.

Gwen's stomach twisted as Ben pulled back his tongue now identical to Lanton's long glowing yellow.

"God, Kevin, you taste so good." Ben moaned as his body shifted again into the wing devil like creature, his skin a paler grey then Lanton's black. She didn't know what to do, her body failed to listen to her, her tears were now clouding her vision and sight… Kevin was being killed by Ben's own hand and she was failing to help the man she loved.

"Ben." Ben twisted around as his shoulders shivered. "You seem to be enjoying yourself, mate." Ben nodded, but his eyes trailed over Ben's body as it shivered from coming inside Kevin's body. "Are you through?" Gwen, not able to turn her head, shivered at the voice that would haunt her dreams for the rest of her life. "Good, kill him how you see fit, and we shall leave."

Gwen's tears grew as Ben leaned forward kissing Kevin and leaning forward, Lanton, turning and leaving, failed to hear what Gwen was hearing.

"I only became this way because of the Ultramatrix." Gwen was reminded of when they were a child and Ben turned into Benwolf, this was exactly like that time. Only this time she felt Ben would not stay with them or turn back. "I never wanted to hurt you… I would have wanted to come back… but… you just gave up on me… I… I really love you, Kevin." Ben stood, his newly grown tail reared back, before slamming into Kevin's chest.

Gwen wished beyond all hope she could have covered her ears at the sudden scream that sent her ears ringing before only gurgled of blood echoed through the room. Then, as soon as it came, it was silent when Ben began walking away.

"Save him, please, Gwen." Gwen didn't know what to say as Ben grew his wings to fly as he left the front door and left the room; Gwen, her body shifting to an anodite, rushed forward trying desperately to fix Kevin so he'd live.

She felt her powers doing as she desired, Kevin's wounds healed, his breathing was becoming normal, and then… He was still in sleep his chest rising normally.

Gwen felt her body, returning to normal, falling forward onto Kevin's chest with only one thought in her mind: Ben didn't want Kevin to die… Ben truly loved Kevin, not like she did.

Finished!


End file.
